SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K
                                   (Mark One)
                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

                  For the fiscal year ended December 31, 1995

                                       OR

               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                          Commission file number 0-610
                               EQUITY OIL COMPANY
             [Exact name of registrant as specified in its charter]

                Colorado                                 87-0129795
         (State or other jurisdiction of              (I.R.S. Employer
          incorporation or organization)            Identification Number)

     10 West Broadway,  Suite 806                          84101
        Salt Lake City, Utah                             (Zip Code)
 (Address of principal executive offices)

       Registrant's telephone number, including area code: (801) 521-3515
          Securities registered pursuant to Section 12(b) of the Act:

     Title of each class          Name of each exchange on which registered

          None                                         None

          Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock (par value, $1 per share)
                                [Title of class]

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X  No

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation  S-K is not contained  herein and will not be contained to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes X  No

As of February 21, 1996,  12,711,100  common  shares were  outstanding,  and the
aggregate market value of voting stock held by  non-affiliates of the registrant
was approximately $53,070,677.

Documents Incorporated by Reference
1.  Definitive  proxy  statement to be filed in connection  with Issuer's Annual
Stockholders'  Meeting  to be held on May 8,  1996  and  more  particularly  the
information  contained on pages 2 through 5 are  incorporated  by reference into
Part III of this report.
                                                                Total Pages 63


<PAGE>


PART I

ITEM 1. BUSINESS

GENERAL DEVELOPMENT OF BUSINESS

Equity Oil Company  ("Equity" or "the Company") was originally  incorporated  in
the state of Utah in 1923. In 1958, it was merged into its subsidiary, Weber Oil
Company, a Colorado  corporation.  The surviving company adopted the name Equity
Oil Company.

Equity  is an  independent  oil  and gas  exploration  and  production  company,
currently  conducting  its  business in ten states and two  Canadian  provinces.
Equity  is also a 50%  shareholder  in  Symskaya  Exploration,  Inc.,  which has
operations in Russia.  Headquartered  in Salt Lake City,  Utah, the Company also
maintains  an  exploration  office in Denver,  Colorado,  and a field  office in
Vernal, Utah. The Company has 17 full-time employees.

More  than 90% of the  Company's  revenues  come  from the sale of crude oil and
natural gas. Accordingly,  the Company continually seeks to increase its oil and
gas reserves through exploration, development of existing properties, and/or the
purchase of existing producing properties.

The Company's exploration office in Denver is responsible for the generation and
review of exploration prospects, and the planning, where necessary, to drill the
prospects.  These  include  prospects  developed  in-house,  as  well  as  those
presented by independent  third parties.  The general  drilling  practice of the
Company is to  participate in projects on a 25% to 50% working  interest  basis.
Participation  varies with each prospect depending on location and the attendant
financial and technical risk.

In addition to its exploration  ventures,  the Company works in conjunction with
other working  interest  owners in producing  properties to identify and develop
projects  that will  enhance and expand the  productive  capacities  of existing
wells and  fields.  The  Company  also  investigates  opportunities  to purchase
interests in properties with existing production.

A discussion of the Company's  activities during 1995 is set forth below in ITEM
2. Properties, under the caption Present Activity.





<PAGE>


NARRATIVE DESCRIPTION OF BUSINESS

PRINCIPAL PRODUCTS AND MARKETS

The  Company  produces  crude oil and natural  gas.  During the last five years,
revenues from the sales of these  products  have  accounted for more than 90% of
the total revenues of the Company, while remaining revenues have come from other
sources,  including  interest  income on  invested  funds,  partnership  income,
operating  overhead  reimbursements,   and  the  sales  of  various  undeveloped
properties.

The Company's crude oil production is sold under short-term contracts at current
posted  prices  for  each   geographic   area,   less   applicable   quality  or
transportation   tariffs  plus  negotiated  bonuses.   Prices  are  set  by  oil
purchasers, and their methods of determining prices are not within the knowledge
of the registrant,  but it is assumed they are influenced by regional,  national
and  international  factors  relating to oil supply and demand.  (See discussion
under Major Customers)

The bulk of the  Company's  natural gas  production is sold in the Gulf Coast of
Texas, in the Canadian province of Alberta, and in Wyoming. In addition to these
areas,  the Company expects to see an increase in gas production  during 1996 in
California.

In the Gulf Coast of Texas, the majority of the Company's gas production is sold
on the spot  market.  Contracts  are  typically  of short  duration,  and prices
received  vary in concert  with the  futures  markets.  While the areas in Texas
where the Company has its major gas reserves are characterized by large reserves
of other companies,  the Company has  historically  been able to sell all of its
productive  capacity,  and  expects to be able to  continue to do so in the near
future.

The majority of the natural gas produced in Alberta is taken in kind and sold on
the spot market  under short term  contracts.  The  Company's  contracts  do not
provide for minimum production  amounts;  however,  the Company has historically
been able to produce most of the wells at or near capacity, and has been able to
sell all of the gas produced.

The majority of gas sold in Wyoming is marketed  under a contract at an index
price that is subject to  renegotiation  on a monthly basis. The Company expects
to sell gas produced in California on the spot market, where prices also vary on
a monthly basis.




<PAGE>


SEASONALITY

The Company experiences some seasonality in gas sales revenues. Net sales prices
tend to rise during the winter months compared to the rest of the year. However,
since over 80% of the  Company's oil and gas revenues come from the sale of oil,
the seasonal impact on gas sales is not significant.


MAJOR CUSTOMERS

All oil and gas produced in the U.S. or Canada is sold to unaffiliated pipeline,
refining,  or crude oil  purchasing  companies.  These  companies  are often the
operators  of the  fields  where  the  product  is  produced,  or  owners of the
pipelines  which  transport the  products.  A change of ownership or a change in
operator has not resulted in an  interruption  of production or  transportation,
and  consequently  has not had a material  adverse effect on the business of the
Company.

Approximately  60% of the Company's total oil production  comes from the Rangely
Weber  Sand  Unit  in  Rangely,   Colorado.   This   production   accounted  for
approximately 51% of the Company's total revenues in 1995. The Company currently
sells  its share of oil from the  Rangely  field  through a crude oil  marketing
company to Phillips Petroleum (Phillips).  The Company does not believe that the
loss of Phillips as a customer would have any material impact on the Company, as
oil  production  from the Rangely field could readily be sold to other crude oil
purchasers. No other customer accounts for more than 10% of the Company's sales.

COMPETITION

Equity is part of a highly competitive  industry composed of many companies that
are significantly  larger and possess greater resources than the Company.  These
include  major  oil  companies  as well as  large  independent  exploration  and
production  companies.  Their  size and  resources  may allow  these  parties to
operate at a greater competitive advantage than Equity.

During  1995 the  Company  did not  experience  any  competitive  factors  which
impaired  its  production  or sale of oil and  gas,  nor did it  experience  any
difficulties in contracting for drilling and related equipment.




<PAGE>


GOVERNMENT REGULATION

Drilling  activities  of the  Company  are  regulated  by  several  governmental
agencies  in  the  United  States,   both  federal  and  state,   including  the
Environmental  Protection Agency,  Forest Service,  Department of Wildlife,  and
Bureau of Land  Management,  as well as state oil and gas  commissions for those
states in which the Company has operations.  Canadian  operations are subject to
similar requirements.

The Company believes that it is currently in compliance with all federal, state,
and local environmental regulations,  both domestically and abroad. Further, the
Company does not believe that any current environmental  regulations will have a
material impact on its capital expenditures or earnings, nor will they result in
any competitive disadvantage to the Company.

FINANCIAL INFORMATION ABOUT FOREIGN OPERATIONS

Foreign  operations  of the  Company are  currently  conducted  in the  Canadian
provinces  of Alberta and British  Columbia.  Financial  information  concerning
these operations can be found in Footnotes 5 and 6 to the financial  statements.
For financial reporting purposes,  the Company does not allocate any general and
administrative  expenses to its Canadian operations,  nor are they burdened with
indirect exploration overhead expenses.  Direct exploration expenses are charged
to the  geographic  area in  which  they  occur.  Because  the  majority  of the
Company's   exploration   efforts  occur  in  the  United  States,  very  little
exploration  expenses are allocated to the Canadian  operations.  As a result of
these and other  factors,  the  operating  profit of the Canadian  operations is
significantly  greater  than the  operating  profit in the  United  States.  The
Company does not believe that its Canadian operations are attended with any more
risk than those in the United States.

Symskaya  Exploration,  Inc.,  in which  the  Company  owns a 50%  interest,  is
conducting operations in Russia.  Further discussion of this venture is found in
ITEM 2. Properties, under the caption Present Activity, and in Footnotes 6 and 9
in the financial statements.

<PAGE>




ITEM 2. PROPERTIES

The principal properties of the Company consist of developed and undeveloped oil
and gas leasehold  interests.  Developed leases are comprised of properties with
existing  production,  where lease  terms  continue as long as oil and/or gas is
produced. Undeveloped leases include unproven acreage on both public and private
lands.  The leases have set terms and  terminate  at the time  specified in each
lease unless oil and gas in commercial  quantities are discovered  prior to that
time.

The  Company  also has a fee  interest  in 3,968 net acres of oil shale lands in
Colorado.  These  properties  have not  generated  significant  revenue  for the
Company.  In 1994,  the Company  entered  into a lease  agreement  with  another
company for a five year oil and gas lease on these lands.

RESERVES

The  information  found in  Footnote 9 to the  financial  statements  concerning
proved  reserves  represents the Company's  best estimate of product  quantities
expected to be produced from the  properties  based on geologic and  engineering
data, as well as current economic and operating conditions.  The presentation is
made in accordance with Securities and Exchange  Commission  guidelines,  and is
based on prices and costs in effect on December 31, 1995.

The calculation of future net cash flows relating to proved oil and gas reserves
is  sensitive  to price  variations,  and is based on the  prices in effect at a
specific  point in time.  The  weighted  average  net  prices  used for the 1995
reserve  calculation  were $18.02 per barrel of oil and $1.38 per Mcf of natural
gas, which compares to $16.87 and $1.52 in 1994.

No estimates  of reserves  have been filed with or included in any report to any
other federal agency during 1995.



<PAGE>


PRODUCTION

The following table sets forth the Company's  production,  average sales prices,
and average lifting costs by geographic area for 1995, 1994, and 1993:

<TABLE>
<CAPTION>
                            1995          1994           1993         1995          1994         1993
Area                        Oil           Oil               Oil          Gas           Gas          Gas
Production                (Bbls)        (Bbls)         (Bbls)       (MMCF)        (MMcf)       (MMcf)

 <S>                      <C>           <C>            <C>            <C>           <C>          <C>

 Colorado                 373,766       387,919        435,845           84            27           22
 Texas                     32,861        42,603         52,045          356           439          574
 Montana                   23,385        17,889         19,744            9             -            1
 Utah                      10,069        12,216         11,996            -             -            -
 Wyoming                   44,283        22,956         24,129          422           398          195
 North Dakota               5,869         5,370         11,161            2             1            1
 Oklahoma                     640           664            631            -             -            -
 California                     -             -              -            5             -            -
 Other States                   6            30             39            2            15            2
 Total U.S.               490,879       489,647        555,590          880           880          795

 Alberta                  116,252       108,466        112,907          568           238          215
 B.C.                      12,249        11,430          7,881            3             2            2
 Total Canada             128,501       119,896        120,788          571           240          217

Grand Total               619,380       609,543        676,378        1,451         1,120        1,012

Average Price
  U.S.                     $17.44        $15.88         $16.47        $1.67         $2.18        $2.13
  Canada                   $15.49        $14.30         $13.07        $ .74         $1.57        $1.24
  Total                    $17.00        $15.57         $15.87        $1.31         $2.05        $1.94

Lifting Costs
  U.S.                     $ 7.75        $ 6.60         $ 7.30        $ .74         $ .91        $ .94
  Canada                   $ 3.75        $ 4.32         $ 3.44        $ .19         $ .46        $ .31
  Total                    $ 6.85        $ 6.15         $ 6.61        $ .53         $ .81        $ .81

</TABLE>



<PAGE>


PRODUCTIVE WELLS AND ACREAGE

The  location  and  quantity  of  Equity's  productive  wells and  acreage as of
December 31, 1995 are as follows:


 Productive Wells:                                  Gross               Net

    Oil:
        United States                                 729             52.909
        Canada                                        244             12.125
    Gas:
      United States                                    55             13.289
        Canada                                         11              2.327
    Total Productive Wells                          1,039             80.650

    Developed Acreage
        United States                             122,592              9,161
        Canada                                    128,880              3,402
    Total Developed Acreage                       251,472             12,563




UNDEVELOPED ACREAGE

The  following  table sets  forth the  Company's  undeveloped  oil and gas lease
acreage as of December 31, 1995 by geographic area:




                                       Gross                   Net
Area                                  Acreage                Acreage

Colorado                                  8,520                 7,605
Texas                                     4,362                 1,207
Montana                                  27,572                 5,550
Utah                                      6,760                   784
Wyoming                                  19,705                 7,872
California                               23,352                 5,224
North Dakota                              4,998                 3,379
Other States                                280                    38
Total U.S.                               95,549                31,659
Alberta                                  37,040                 4,533
Total Canada                             37,040                 4,533
Grand Total                             132,589                36,192



Through its 50% ownership in Symskaya Exploration, Inc., the Company also has an
indirect  interest  in an  additional  550,000  net  acres  in  Russia.  Further
discussion  of this  venture is found in ITEM 2.  Properties,  under the caption
Present Activity, and in Footnotes 6 and 9 to the financial statements.



<PAGE>


DRILLING ACTIVITY

During  1995,  the  Company  participated  in the  drilling  of 20 gross  wells,
including 3 drilled under farmout  agreements.  Of this total, 16 were completed
as producing oil and gas wells and 4 were plugged and abandoned as dry holes.




Gross exploratory wells drilled:        Status     1995        1994         1993

    United States                    Productive       8           7            8
                                     Dry              4           6            7
     Canada                          Productive       -           -            -
                                     Dry              -           -            -

Gross development wells drilled:
     United States                   Productive       3           5            3
                                     Dry              -           -            3
     Canada                          Productive       5           2            -
                                     Dry              -           -            -

Net exploratory wells drilled:
     United States                   Productive    1.05        1.10         1.13
                                     Dry           1.08        1.48         1.86
     Canada                          Productive       -           -            -
                                     Dry              -           -            -
Net development wells drilled:
     United States                   Productive    1.30         .80          .88
                                     Dry              -           -          .85
     Canada                          Productive    2.14         .90            -
                                     Dry              -          -             -


<PAGE>






PRESENT ACTIVITY

In 1994, the Company  announced the adoption of a corporate  strategy to replace
the oil and  natural  gas  reserves of the  Company.  The four  elements of that
strategy are:

  *Focused exploration  drilling in North America
  *Development  drilling and  exploitation  in North America
  *Acquisition of proved reserves in North America
  *International exploration in Russia

Following  is  background  information  concerning  the  Company's  current  and
expected activities as they relate to this strategy:

EXPLORATION

Much of the first part of 1995 was devoted to the  development and evaluation of
exploration  prospects.  In the second half of 1995, the Company participated in
the drilling of twelve  exploratory  wells,  resulting in five gas  completions,
three oil  completions,  and four dry holes. Two wells approved at year-end 1995
have both been completed in 1996 as gas wells.

The most significant  event of the 1995 exploration  program was the drilling of
the first four wells on the 41.5  square  mile Orion 3-D  seismic  survey in the
Sacramento Basin of Northern California.  The survey was completed in the spring
of 1995, and following processing and evaluation of the survey data, drilling on
the survey began in the fourth quarter. Five of the first six wells drilled were
completed as gas wells, including two in 1996. All of the Orion wells will be on
production in the first quarter of 1996, and the Company  currently has plans to
drill an additional nine wells on this survey in 1996.
Equity has a 25% working interest in this project.

The Company  will  participate  in four  additional  3-D seismic  surveys in the
Sacramento  Basin  in  1996  that  may  result  in the  drilling  of  additional
exploratory wells during the year.

Exploration  activities in the Rocky Mountains in 1995 resulted in one dry hole;
however,  considerable work was done in prospect generation and development that
may result in nine prospects  being drilled in 1996.  The Company  currently has
three active prospects in Wyoming, two in Montana,  two in Colorado,  and two in
North Dakota.

Included in the Rocky  Mountain  exploration  prospects is a Lodgepole reef test
that will be drilled,  following a twenty five square mile 3-D seismic  program,
on a 21,500  acre  lease  block in Dawson  County,  Montana.  The 3-D  survey is
scheduled to begin in the first  quarter of 1996,  and drilling  should begin in
the third quarter of the year.  Equity  generated and operates this prospect and
has been  reimbursed by its partners for 85% of its acreage cost in the prospect
and will be carried at no cost for its 15%  working  interest  in the 3-D survey
and the first well.

DEVELOPMENT DRILLING

In  1995,  Equity  participated  in the  drilling  of  eight  development  wells
resulting in four gas wells and four oil wells. In addition to the conversion of
1.37 BCF of gas from proved undeveloped  reserves to proved developed  reserves,
this drilling  resulted in the addition of 198,000 barrels and .47 BCF of proved
developed reserves to the Company's reserve base.



<PAGE>


Development  drilling  during the year focused on the Cessford field in Alberta,
Canada and the Siberia Ridge field in Sweetwater County,  Wyoming.  At Cessford,
four wells were completed as oil wells,  bringing the total  producing  wells in
this 50% owned  property to twenty.  Present  plans call for the drilling of one
additional  development  well in the field in 1996 and the  continuation  of the
work on a waterflood feasibility study.

At the Siberia Ridge field,  the Company  participated  in the drilling of three
wells in 1995.  Two of the wells were  drilled  under a farmout  agreement at no
cost to the Company.  Equity will back in for a 40% working  interest in the two
wells  after they  payout and will have a 5% royalty  interest  until that time.
These wells are now on  production  at a combined  rate of 700 MCF per day.  The
third  well has been  placed on  production  at a daily rate of 300 MCF per day.
Equity has a 50% interest in this well.  Present  plans call for the drilling of
three  wells in the Siberia  Ridge  Field in 1996,  one of which will be under a
farmout agreement, and two in which Equity will have a 50% working interest.

Development  drilling  and  exploitation  work in 1996  will  begin  to focus on
certain of the  properties  purchased  in 1995.  The most  significant  of those
properties,  the Sage  Creek  Field in Big Horn  County,  Wyoming,  will see the
drilling  of a well  that  will  test  the  productive  limits  of  the  Madison
formation. Equity has a 24% working interest in the field.

ACQUISITIONS

In  Equity's  first year as an  acquiror of  producing  properties,  the Company
purchased  a total  of  approximately  761,000  barrels  of oil and  1.29 Bcf of
natural gas reserves for a total  purchase  price of $3.1  million  dollars,  or
$3.18  per BOE.  The  purchases  were  made  using  funds  from the $20  million
borrowing base revolving credit facility  established by the Company in March of
1995. The specific purchases included:

The purchase of an average 30% working  interest in seven fields and fifty wells
from  Mountain  Oil and Gas of Wyoming and Mountain Oil and Gas of Montana for a
total purchase  price of $2.2 million This  acquisition  added proved  developed
reserves of  approximately  700,000 barrels of oil and 197 million cubic feet of
natural gas,  equivalent to 733,000 BOE's, at a purchase price of $3.01 per BOE.
The purchase was effective July 1, 1995.

The  purchase of an  additional  5% interest in the  Cessford  field in Alberta,
Canada,  effective  May 1, 1995,  added 72,000  barrels of oil and 127.5 million
cubic feet of natural gas,  equivalent to 93,000 BOE's,  at a purchase  price of
$412,000, or $4.42 per BOE.

The  purchase  of a 25%  average  working  interest  in three  gas  wells in the
Meteetsee  field  in Park  County,  Wyoming  from  Exxon  for  $494,000.  Proved
developed  reserves  associated  with the wells total 938 million  cubic feet of
natural gas for an acquisition cost of $.52 per MCF.
The purchase was effective on December 1, 1995.

Each of the  properties  acquired  have upside  potential  in the form of infill
development  drilling,   additional  exploration,   equipment  upgrades,  and/or
possible waterflooding In 1996, the Company will continue to focus its producing
property acquisition efforts in Wyoming,  Montana and Alberta, and will continue
to investigate and pursue appropriate corporate acquisition opportunities.


<PAGE>

INTERNATIONAL EXPLORATION

The  drilling of the Lemok No. 1 well by Symskaya  Exploration,  Inc. on its 1.1
million acre License area in Eastern  Siberia,  is continuing.  Although  recent
drilling  problems related to deviation  control of the borehole have slowed the
drilling process, evaluation of the drilling results to date are encouraging.

As reported previously, oil shows were encountered in the well between 6,890 and
6,985 feet in a dolomite  section of probable  Cambrian  age. The cores taken in
this  interval,  and the western logs run from 2,460 to 8,793 feet, the point at
which intermediate  casing has been set, have been evaluated.  Evaluation of log
and sample data to date  indicates  that,  in  addition  to the zone  previously
reported,  at  least  two  other  zones  between  7,760  and  8,793  feet may be
potentially  productive.  The  core and log data is  inferential  only,  and the
extent  and  productivity  of any of the zones must  await  testing,  which will
follow  the  completion  of  drilling  in the well.  The well has  continued  to
encounter   periodic   hydrocarbon   shows  in  the  drill  cuttings  below  the
intermediate  casing depth of 8,793 feet. All shows are in dolomites of probable
Cambrian age. The well is now expected to reach total  estimated depth of 14,500
feet during the first quarter of 1996.

The License area is located in a country that may be considered economically and
politically  unstable.  As a result,  the Symskaya project is subject to all the
risks of an  exploratory  well in addition to the economic and  political  risks
associated with the Russian  Federation and local government,  including but not
necessarily   limited  to  the   cancellation  or  renegotiation  of  contracts,
expropriation,  tax and royalty increases, foreign exchange controls, import and
export  regulations,  environmental  regulations and other laws that may have an
adverse impact on the operation.  There are also increased  logistical  problems
and costs associated with exploration activities in such a remote region.

Further information concerning the Company's investment in Symskaya Exploration,
Inc. may be found in Footnote 6 to the financial statements.

DELIVERY COMMITMENTS

The Company is not  obligated to provide any fixed or  determinable  quantity of
oil or gas in the future under any existing contracts or agreements.

ITEM 3. LEGAL PROCEEDINGS

No material legal proceedings are pending.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of the fiscal year covered by this report,  no matters
were  submitted  to  the  security  holders  for a  vote,  and no  proxies  were
solicited.


PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED MATTERS

The Company's stock is traded on the over-the-counter market and quoted over the
NASDAQ  National  Market  System using the symbol EQTY.  High and low prices for
1995 and 1994 are as follows:



     Quarter                          High                  Low

     1995 - 4th                      6 1/8                3 3/4
            3rd                      7 1/8                4
            2nd                      4 5/8                3 1/8
            1st                      4                    3 3/8
     1994 - 4th                      5 3/8                3 7/8
            3rd                      5 5/8                3 1/2
            2nd                      4 1/4                3 1/2
            1st                      4 3/4                3 7/8


The approximate number of stockholders of the Company as of February 22, 1996 is
2,250.





<PAGE>




ITEM 6. SELECTED FINANCIAL DATA
                    1995         1994         1993         1992         1991
-------------------------------------------------------------------------------
Net Sales       $12,259,739  $11,713,498  $12,729,899  $15,222,887  $15,286,707

Other Income        457,837      196,431       43,096      277,289      148,388

Lease Operating
Costs             5,093,782    4,658,115    5,293,628    5,481,102    7,505,337

DD&A              3,843,442    5,011,155    5,090,744    4,868,084    4,108,950

Impairment of
Proved Oil and
Gas Properties    2,471,146          -0-          -0-          -0-          -0-

Property
Writedowns              -0-          -0-    3,292,624          -0-          -0-

3-D Seismic         237,604          -0-          -0-          -0-          -0-

Exploration
Expense           1,633,612    1,718,339    1,737,923    2,459,873    1,927,424

General and
Administrative    1,908,778    1,560,675    1,607,892    1,939,682    1,752,816

Income (Loss) Before
Cumulative Effect
of Accounting
Changes          (1,254,812)    (360,830)  (2,476,631)     801,440      314,444

Income (Loss) Per
Common Share Before
Cumulative Effect of
Accounting Changes     (.10)        (.03)        (.20)         .07          .03

Total Assets     53,947,050   51,908,336   53,322,749   58,154,880   56,832,462

Long Term Debt    4,918,830      460,000      920,000    1,380,000    1,840,000

Cash dividends
per share               .00          .00         .05           .20          .20



<PAGE>




ITEM 7.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS

ADOPTION OF SFAS NO 121. As discussed in Note 2 to the financial statements, the
Company adopted SFAS No. 121, Accounting for the Impairment of Long Lived Assets
and Assets Held for Disposal,  effective  July 1, 1995. The adoption of this new
accounting  standard  resulted in non-cash  charges for the impairment of proved
oil and gas  properties  in the amount of  $2,471,146  ($1,557,563  after  tax).
Primarily as a result of this charge,  the Company  recorded a net loss for 1995
in the amount of $(1,254,812),  or $(.10) per share, on revenues of $13,250,556.
This compares to a net loss of $(360,830),  or ($.03) per share,  on revenues of
$12,460,204 for 1994. This is a non-cash  financial  statement event only. There
has been no decrease in the  quantity  or expected  future net revenue  from the
Company's reserves, nor is there any impact on the Company's cash flows.

OIL AND GAS  RESERVES.  In  February of 1995,  the Company  announced a new
growth  strategy  aimed at  replacing  and  increasing  the reserve  base of the
Company  which  encompassed  a balanced  approach  in four  areas.  Those  areas
included  1) focused  exploration  drilling  in North  America,  2)  development
drilling and exploitation in North America, 3) acquisition of proved reserves in
North America, and 4) international exploration in Russia.

As a result  of the  implementation  of this new  growth  strategy,  in 1995 the
Company added 1.06 million barrels of oil and 2.26 billion cubic feet of natural
gas reserves,  equivalent to 171% of 1995 oil  production,  and 156% of 1995 gas
production. When natural gas is converted at a ratio of 6 million cubic feet per
barrel the reserve  replacement  totaled 1.44 million  barrels of oil equivalent
(BOE) or 167% of 1995 production.

Year end 1995 proved  reserves of oil  increased  to 7.75  million  barrels,  an
increase of 6% over year end 1994 reserves of 7.31 million barrels.  Natural gas
proved  reserves at year end 1995 were 18.02  billion cubic feet, 5% higher than
at year end 1994.  Barrel  equivalent  reserves of 10.75 million barrels were 6%
higher on a year to year basis.

RESULTS OF OPERATIONS
COMPARISON OF 1995 WITH 1994

OIL AND GAS PRODUCTION AND SALES. The Company recorded  increases in oil and gas
production and sales during 1995. Oil production  rose 2%, from 609,543  barrels
in 1994 to 619,380  barrels in 1994. Gas  production  rose 30%, from 1.12 Bcf in
1994 to 1.45 Bcf in 1995. The  production  increases were a direct result of the
Company's  successful  development  drilling  and  acquisition  programs.  While
increased  gas  production  was offset by falling  gas  prices,  oil prices rose
slightly  during the year. The Company's  average gas price received during 1995
was $1.31,  down 36% from $2.05  received  during 1994.  Conversely,  oil prices
increased 9% from $15.57 in 1994 to $17.00 in 1995.  The increases in production
and oil prices were able to more than offset  lower gas prices,  resulting in an
increase of 5% in oil and gas sales for 1995. Net oil and gas sales for the year
were $12,259,739, compared to $11,713,498 in 1994. Further details of production
and pricing are found in Item 2. Properties, under the caption Production.

Other income. Other income in 1995 includes the recognition of $178,553 of lease
revenue  deferred  in 1994.  In  addition,  the  Company  has begun to operate a
greater number of properties, and 1995 figures include increased overhead fees.

LEASE OPERATING COSTS.  Lease operating costs increased 9% over 1994 levels. The
increase was directly  attributable  to the  increases in  production  discussed
above,  along  with a  greater  number  of wells  on  production.  Through  it's
successful  acquisition and drilling programs, the Company acquired interests in
more than 50 additional wells, most of which were added as of July 1, 1995.

DEPRECIATION, DEPLETION, AND AMORTIZATION (DD&A). Decreased DD&A charges in 1995
are a direct  reflection  of the adoption of SFAS No. 121 discussed  above.  The
Company  removed  almost $2.5 million from its depletion  base effective July 1,
1995, most of which was associated with high cost, marginally economic wells.

<PAGE>



IMPAIRMENT OF PROVED OIL AND GAS PROPERTIES.  As discussed previously,  included
in the Statement of Operations for 1995 is a non-cash  charge for the impairment
of proved oil and gas properties in the amount of $2,471,146  ($1,557,563  after
tax), which results from the Company's  adoption of SFAS No. 121, effective July
1, 1995.  SFAS No, 121  requires  successful  efforts  companies to evaluate the
recoverability of the carrying costs of their proved oil and gas properties at a
field level,  rather than on a company-wide  level as previously  allowed by the
Securities and Exchange Commission.  The SFAS No. 121 test compares the expected
undiscounted  future net revenues from each producing field with the related net
capitalized  costs at the end of each  period.  When the net  capitalized  costs
exceed the undiscounted future net revenues, the cost of the property is written
down to fair value,  which is determined  using  discounted  future net revenues
from the producing field.

3-D SEISMIC AND EXPLORATION  EXPENSES.  Total exploration  expenses increased 9%
from 1994  levels  due  mainly to  Company's  participation  in its 3-D  seismic
programs in  California.  These expenses are charged to operations in the period
incurred. During 1995, the Company incurred $237,000 of 3-D seismic costs, while
no such costs were incurred in 1994. Exploration expenses decreased due to fewer
dry holes. The Company drilled 4 dry holes in 1995, compared to 6 in 1994.

GENERAL AND ADMINISTRATIVE EXPENSES. The Company recorded increases in insurance
expenses,  research  expenses,  and legal  fees  associated  with its  increased
activities during 1995, causing general and administrative  expenses to increase
22% over 1994 levels.

INCOME TAX EXPENSE.  The Company's  income tax benefit is a function of the loss
in 1995.  Details  concerning  the components of the tax benefit can be found in
Footnote 3 to the financial statements.

COMPARISON OF 1994 WITH 1993

OIL AND GAS PRODUCTION AND SALES. Lower oil prices and production in 1994 offset
increases  in both gas prices and  production,  causing an 8% decline in oil and
gas sales from 1993 levels.  Oil  production  decreased 10% to 609,543  barrels,
down from 676,378 barrels in 1993. Gas production  increased 11%, to 1,120 MMCF,
compared to 1,012 MMCF in the prior year.

INTEREST AND OTHER INCOME. Increases in interest income in 1994 are attributable
to the Note Receivable from Symskaya  Exploration,  Inc. discussed in Footnote 7
to the financial statements.  In addition, the Company recognized income in 1994
from the sale of various  undeveloped  leasehold  interests to other oil and gas
companies.

LEASEHOLD  OPERATING  COSTS.  Lower production and lower product prices combined
with unanticipated refunds of prior years production taxes to produce a 12% drop
in lease operating costs from 1993 to 1994. A significant  amount of these costs
are value-based production taxes, which vary with product prices.

DEPRECIATION,  DEPLETION, AND AMORTIZATION. Decreased DD&A charges reflect lower
production  volumes and the positive  impact on reserve  volumes of the somewhat
higher year-end product prices used for the reserve valuation as of December 31,
1994.  Lower year-end oil prices in 1993 produced  abnormally  high DD&A charges
for that year.

PROPERTY  WRITEDOWNS.  Included  in the net loss of  $(2,476,631)  for 1993 is a
non-cash  writedown  for oil and gas  properties  in the  amount  of  $3,292,624
($2,085,130  after tax).  As a result of the  severely  depressed  oil prices in
1993,  the Company  wrote down the costs of certain  properties  whose  carrying
value was no longer considered recoverable.  These properties consisted of older
wells, drilled between the 1950's and the early 1980's.

INCOME TAX EXPENSE.  The Company's  income tax benefit is a function of the loss
in 1994.  Details  concerning  the components of the tax benefit can be found in
Footnote 3 to the financial statements.





<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

                                1995          1994          1993
----------------------------------------------------------------
Cash, cash equivalents,
  and temporary cash
  investments              $1,467,219  $ 2,830,070   $ 5,194,013

Working capital             3,721,049    4,841,243     6,533,528

Cash provide by
  operating activities      4,143,390    3,747,669     4,081,193

Cash used in
  investing activities      8,414,086    8,092,488     4,473,456

Cash provided by (used in)
  financing activities      4,418,606     (485,852)      329,844


CASH AND WORKING  CAPITAL.  Total cash  balances  dropped by 48% from 1994, as a
result of a combination of several events discussed in the following paragraphs.
Working  capital  decreased by 21%.  The  Company's  ratio of current  assets to
current  liabilities was 3.26 to 1 at December 31, 1995. The Company believes it
has adequate resources to properly fund all currently contemplated  exploration,
development, and/or acquisition projects.

CASH FLOW FROM OPERATING ACTIVITIES. Higher oil and gas sales, which were mainly
a function of increased oil and gas production, were the principal factor behind
an 11% increase in cash flow from operating activities. Cash flow from operating
activities during 1995 was $4,143,390, up from $3,747,669 during 1994. Lower oil
revenues,  resulting from depressed oil prices,  and decreases in oil production
caused the decline in cash flow from operating activities from 1993 to 1994. The
Company is unable to accurately predict future cash flows because of oil and gas
price fluctuations.

CASH FLOWS FROM INVESTING ACTIVITIES. Primarily as a result of the Company's new
acquisition program, 1995 capital expenditures increased 78% over 1994 levels to
$7,179,528.  While  capitalized  exploration and development  spending  remained
constant  from 1993 to 1995,  the Company  spent  approximately  $3.1 million on
proved  property  acquisitions in 1995.  Funds advanced to Symskaya  Exploration
increased  from  $1,696,261  in 1994 to  $2,745,319 in 1995, an increase of 62%,
which  represents  the  increased  level of drilling  activity in Russia.  Funds
advanced to Symskaya were $582,479 in 1993.

CASH FLOWS FROM FINANCING  ACTIVITIES.  The Company paid a dividend amounting to
$.05 per share in 1993. In October of 1993, the Company announced that following
a careful review of anticipated costs in connection with its Russian exploration
project  and the  demands  of  domestic  exploration,  the  Company's  Board  of
Directors  determined  it would be  prudent  to  suspend  the  payment of a cash
dividend.  The payment of any future  dividends will be the subject of review at
the Company's  regularly  scheduled  Board  meetings.  The Company did not pay a
dividend in 1995 or 1994.

<PAGE>




During  1995,  current  and  former  employees  of the  Company  exercised  both
Incentive and  Non-Qualified  Stock  Options for 171,000  shares of common stock
under the Company's  Incentive  Stock Option Plans.  These  exercises  generated
$681,525  in cash for the  Company.  There  were no  option  exercises  in 1994.
Similar option exercise generated $1.4 million in cash during 1993.

In March of 1995,  the  Company  obtained a $20  million  Borrowing  Base Credit
Facility (the Facility), with an initial commitment of $10 million. The Facility
calls for interest  payments only, at the lower of prime or LIBOR plus 2%, for 2
years, at which time it converts to a 3 year term note. An unused commitment fee
of 3/8% will be charged to the Company based on the average daily unused portion
of the Facility.  The Facility is  collateralized  by all assets of the Company.
The Company used proceeds  from the Facility to retire its previous  outstanding
Note Payable in the amount of $920,000.  During 1994 and 1993,  the Company made
principal payments on this Note Payable of $460,000. As of December 31, 1995 the
outstanding  balance under the Facility was $4,918,830.  Further  information on
the Facility can be found in Footnote 7 to the financial statements.

COMMITMENTS.  Under the  terms of  Symskaya's  License  and  Production  Sharing
Contract (PSC),  Equity is committed to advance Symskaya a minimum of $6 million
during the first 5 contract years,  representing 50% of the minimum expenditures
called for in the License and PSC, with the  remainder  being funded by Leucadia
National Corporation,  Symskaya's other 50% shareholder. The first contract year
began  November 15, 1993.  The amounts  spent by Equity and Leucadia in 1994 and
1995 more than equal the minimum  commitments for expenditures under the License
and PSC for the first three contract years.  Further  discussion of this venture
is found under Item 2, Properties under the caption Present Activity.

OTHER ITEMS. The Company has reviewed all recently issued,  but not yet adopted,
accounting standards in order to determine their effects, if any, on the results
of operations or financial position of the Company. Based on that review, except
for SFAS No. 121,  which was adopted  early in 1995,  the Company  believes that
none of these  pronouncements  will have any  significant  effects on current or
future earnings or operations.  The Company expects to use the disclosure method
when it adopts SFAS No. 123, Accounting for Stock-Based Compensation in 1996.




<PAGE>








ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Accountants

To the Stockholders and Board of
Directors of Equity Oil Company:

We have audited the financial statements of Equity Oil Company as listed in Item
14(a) of this Form 10-K. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Equity Oil  Company as of
December 31, 1995 and 1994, and the results of its operations and its cash flows
for each of the three years in the period ended  December 31, 1995 in conformity
with generally accepted accounting principles.

As discussed in Note 2 to the financial statements,  in 1995 the Company changed
its method of measuring impairment of proved oil and gas properties.



                                        Salt Lake City, Utah
                                        January 12, 1996


<PAGE>


                               EQUITY OIL COMPANY

                                 BALANCE SHEET
                           December 31, 1995 and 1994






        ASSETS                                1995                 1994
                                              ----                 ----

Current assets:
   Cash and cash equivalents               $ 511,252            $ 363,342
   Temporary cash investments                955,967            2,466,728
   Accounts receivable                     2,620,865            2,475,351
   Operator advances                         633,000              959,604
   Federal, state and foreign income
     taxes receivable                        264,300              293,440
   Deferred income taxes                           -               48,281
   Other current assets                      378,594              389,613
                                       -------------         ------------
           Total current assets            5,363,978            6,996,359
                                        ------------          -----------


Property and equipment, at cost (successful efforts method):
   Unproved oil and gas properties         2,468,412            2,369,478
   Proved oil and gas properties:
     Developed leaseholds                  8,622,146            6,235,344
     Intangible drilling costs            62,346,421           61,799,689
     Equipment                            25,127,047           24,052,203
   Other property and equipment              678,728              591,791
                                         -----------          -----------
                                          99,242,754           95,048,505
        Less accumulated depreciation,
           depletion and amortization    (57,549,855)         (54,236,588)
                                         -----------           ----------
                                          41,692,899           40,811,917
                                         -----------           ----------
Other assets:
   Investment in Raven Ridge Pipeline
     Partnership                             540,220              684,937
   Investment in and note receivable
     from Symskaya Exploration             6,160,442            3,415,123
   Other assets                              189,511
                                          ----------           ----------
                                           6,890,173            4,100,060
                                          ----------           ----------

           Total assets                  $53,947,050          $51,908,336
                                          ==========           ==========
<PAGE>

   LIABILITIES AND STOCKHOLDERS' EQUITY       1995                 1994
                                              ----                 ----

Current liabilities:
   Accounts payable                      $ 1,182,877          $ 1,156,611
   Accrued liabilities                       145,422              151,948
   Federal, state and foreign income
     taxes payable                           155,063               50,931
   Accrued profit-sharing contribution       148,771              157,073
   Current portion - note payable                  -              460,000
   Deferred income taxes                      10,796                    -
   Deferred lease rental revenue                   -              178,553
                                          ----------           ----------
        Total current liabilities          1,642,929            2,155,116
                                          ----------           ----------


Note payable                                       -              460,000
Revolving credit facility                  4,918,830                    -
Deferred income taxes                      8,654,698           10,088,189
                                          ----------           ----------
                                          13,573,528           10,548,189
                                          ----------           ----------

Commitments (Note 6)


Stockholders' equity:
   Common stock, $1 par value:
     Authorized:  25,000,000 shares
     Issued:  12,711,100 shares in 1995
        and 12,593,631 shares in 1994     12,711,100           12,593,631
   Paid in capital                         3,485,487            2,934,792
   Retained earnings                      22,534,006           23,788,818
                                          ----------           ----------
                                          38,730,593           39,317,241

   Less treasury stock, at cost                    -             (112,210)
                                          ----------           ----------

                                          38,730,593           39,205,031
                                          ----------           ----------
        Total liabilities and
           stockholders' equity          $53,947,050          $51,908,336
                                          ==========           ==========




    The accompanying notes are an integral part of the financial statements.



<PAGE>


                               EQUITY OIL COMPANY
                            STATEMENT OF OPERATIONS
              for the years ended December 31, 1995, 1994 and 1993


                                              1995         1994         1993
                                              ----         ----         ----

Revenues:
   Oil and gas sales                      $12,259,739  $11,713,498  $12,729,899
   Partnership income                         311,960      306,221      304,821
   Interest                                   221,020      244,054      138,476
   Other income                               457,837      196,431       43,096
                                           ----------   ----------   ----------
                                           13,250,556   12,460,204   13,216,292
                                           ----------   ----------   ----------
Expenses:
   Oil and gas leasehold operating costs    5,093,782    4,658,115    5,293,628
   Depreciation, depletion and
     amortization                           3,843,442    5,011,155    5,090,744
   Impairment of proved oil and gas
     properties                             2,471,146
   Property writedowns                                                3,292,624
   Leasehold abandonments                      30,597       60,545       87,867
   3-D seismic                                237,604
   Exploration                              1,633,612    1,718,339    1,737,923
   General and administrative               1,908,778    1,560,675    1,607,892
   Interest, net of interest capitalized
     of $70,000 at December 31, 1995           72,625       87,308      102,728
                                           ----------   ----------   ----------
                                           15,291,586   13,096,137   17,213,406
                                           ----------   ----------   ----------

         Loss before income taxes          (2,041,030)    (635,933)  (3,997,114)

Benefit from income taxes                    (786,218)    (275,103)  (1,520,483)
                                          -----------    ---------   ----------

         Net Loss                        $ (1,254,812) $  (360,830) $(2,476,631)
                                          ===========   ==========   ==========

Net loss per common share                      $(0.10)       $(.03)       $(.20)
                                                =====         ====         ====

Weighted average shares outstanding        12,597,238   12,540,594   12,317,119
                                           ==========   ==========   ==========


    The accompanying notes are an integral part of the financial statements.




<PAGE>

                               EQUITY OIL COMPANY
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
              for the years ended December 31, 1995, 1994 and 1993


<TABLE>
<CAPTION>
                                               Common Stock              Paid in        Retained          Treasury Stock
                                          Shares         Amount          Capital        Earnings       Shares          Cost
                                        ----------      ----------       ---------      ----------     -------       ---------
<S>                                     <C>            <C>             <C>             <C>            <C>          <C>

Balance at December 31, 1992            12,583,631     $12,583,631     $ 2,401,352     $27,238,210     344,871     $(1,081,997)
   Net loss                                                                             (2,476,631)
   Cash dividends paid on common
      stock, $.05 per share                                                               (611,931)
   Treasury stock purchased,
      $3.95 per share                                                                                    4,600         (18,173)
Treasury stock issued on exercise
      of incentive stock options,
      $3.34 per share                                                      406,135                    (303,540)      1,013,812
   Income tax benefit from exercise
       of incentive stock options                                           97,305
                                        ----------      ----------       ---------      ----------     -------       ---------
Balance at December 31, 1993            12,583,631      12,583,631       2,904,792      24,149,648      45,931         (86,358)
   Net loss                                                                               (360,830)
   Treasury stock purchased,
      $4.24 per share                                                                                    6,100         (25,852)
   Common stock issued for services,
      $4.00 per share                       10,000          10,000          30,000
                                       -----------      ----------       ---------      ----------     -------       ---------

Balance at December 31, 1994            12,593,631      12,593,631       2,934,792      23,788,818      52,031        (112,210)
   Net loss                                                                             (1,254,812)
   Treasury stock purchased,
      $3.79 per share                                                                                   13,500         (51,181)
   Common stock issued for services,
      $3.88 per share                       12,000          12,000          34,500
   Treasury stock canceled,
      $2.49 per share                      (65,531)        (65,531)        (97,860)                    (65,531)        163,391
   Common stock issued on exercise
      of stock options                     171,000         171,000         510,525
   Income tax benefit from exercise
       of incentive stock options                                          103,530
                                        ----------      ----------       ---------      ----------   ---------     ----------
Balance at December 31, 1995            12,711,100     $12,711,100     $ 3,485,487     $22,534,006           -   $          -
                                        ==========      ==========       =========      ==========   =========     ==========


</TABLE>



    The accompanying notes are an integral part of the financial statements.

<PAGE>

                               EQUITY OIL COMPANY
                            STATEMENT OF CASH FLOWS
              for the years ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>

                                                                           1995                1994                 1993
                                                                           ----                ----                 ----
<S>                                                                <C>                   <C>                 <C>
Cash flows from operating activities:
   Net loss                                                        $ (1,254,812)         $ (360,830)         $(2,476,631)
   Adjustments to reconcile net loss
     to net cash provided by operating activities:
         Impairment of proved oil and gas properties                  2,471,146
         Property writedowns                                                                                   3,292,624
         Depreciation, depletion and amortization                     3,843,442            5,011,155           5,090,744
         Partnership distributions in excess of income                  144,717              137,023             142,852
         Property dispositions                                           43,227               60,545             270,684
         Change in other assets                                          21,057
         Decrease in deferred income taxes                           (1,374,414)            (474,950)         (1,745,280)
         Common stock issued for services                                46,500               40,000
         Increase (decrease) from changes in:
           Accounts receivable and operator advances                    133,624             (471,691)            145,004
           Other current assets                                            (784)             (78,015)             (6,629)
           Accounts payable and accrued liabilities                      11,438             (368,649)           (386,493)
           Deferred lease rental revenue                               (178,553)             178,553
           Income taxes payable/receivable                              236,802               74,528            (245,682)
                                                                      ---------            ---------           ---------
Net cash provided by operating activities                             4,143,390            3,747,669           4,081,193
                                                                      ---------            ---------           ---------

Cash flows from investing activities:
   Sale of temporary cash investments                                 1,510,761
   Purchase of temporary cash investments                                                 (2,466,728)
   Advances to Symskaya Exploration                                  (2,745,319)          (1,696,261)
   Capital expenditures                                              (7,179,528)          (4,027,752)         (4,532,669)
   Proceeds from sale of property                                                             98,253              59,213
                                                                      ---------            ---------           ---------
              Net cash used in investing activities                  (8,414,086)          (8,092,488)         (4,473,456)
                                                                      ---------            ---------           ---------

Cash flows from financing activities:
   Exercise of incentive stock options                                  681,525                                1,419,948
   Increase in other assets                                            (210,568)
   Purchase of treasury stock                                           (51,181)             (25,852)            (18,173)
   Borrowings under revolving credit facility                         4,918,830
   Payments on note payable                                            (920,000)            (460,000)           (460,000)
   Payment of dividends                                                                                         (611,931)
                                                                      ---------            ---------           ---------
              Net cash provided by (used in)
                financing activities                                  4,418,606             (485,852)            329,844
                                                                      ---------            ---------           ---------

Net increase (decrease) in cash and cash equivalents                    147,910           (4,830,671)            (62,419)

Cash and cash equivalents at beginning of year                          363,342            5,194,013           5,256,432
                                                                      ---------            ---------           ---------
Cash and cash equivalents end of year                             $     511,252         $    363,342         $ 5,194,013
                                                                      =========            =========           =========
Cash, cash equivalents and temporary
  cash investments at end of year                                   $ 1,467,219          $ 2,830,070         $ 5,194,103
                                                                      =========            =========           =========

Supplemental  disclosures  of cash flow  information:
  Cash paid during the year for:
      Income taxes                                                  $   355,993         $    103,745         $   384,000
      Interest                                                          142,625               87,308             102,728

</TABLE>

    The accompanying notes are an integral part of the financial statements.


<PAGE>




                         NOTES TO FINANCIAL STATEMENTS



1.   SIGNIFICANT ACCOUNTING POLICIES:

     A. Equity Oil Company (the  Company) is a Colorado  corporation  engaged in
oil and gas exploration, development and production in the United States, Canada
and Russia.

     B. Principles of Consolidation:

     The 1993  financial  statements  include the  financial  statements  of the
Company and an 80% owned  subsidiary  (see Note 6). The Company's  investment in
the Raven Ridge Pipeline Partnership is carried on the equity basis.

     C. Temporary Cash Investments and Cash Equivalents:

     Temporary cash  investments  consist of U.S.  Treasury Notes stated at cost
which  approximates  market.  The  Company  considers  all  highly  liquid  debt
instruments  purchased  with an original  maturity of three months or less to be
cash equivalents.

     D. Accounting for Oil and Gas Operations:

     The Company reports using the "successful efforts" method of accounting for
oil and gas  operations.  The use of this method  results in  capitalization  of
those costs  identified with the  acquisition,  exploration,  and development of
properties that produce revenue or, if in the development stage, are anticipated
to  produce  future  revenue.  Costs of  unsuccessful  exploration  efforts  are
expensed  in the  period  in which it is  determined  that  such  costs  are not
recoverable  through  future  revenues.  Geological  and  geophysical  costs are
expensed as incurred.  The costs of development  wells are  capitalized  whether
productive or nonproductive.

     The  Company  annually  assesses  undeveloped  oil and gas  properties  for
impairment.  The  annual  impairment  represents  management's  estimate  of the
decline in realizable  value  experienced  during the year.  The costs of proved
properties which  management  determines are not recoverable are written down in
the period such determination is made.

     The provision for  depreciation,  depletion and  amortization of proved oil
and gas  properties is computed using the units of production  method,  based on
proved  oil  and  gas  reserves.   Estimated  dismantlement,   restoration,  and
abandonment  costs are  expected to be offset by  estimated  residual  values of
lease and well equipment. Thus, no accrual for such costs has been recorded.


<PAGE>



1.   SIGNIFICANT ACCOUNTING POLICIES, continued:

     The net capitalized costs of proved oil and gas properties are measured for
impairment in accordance with SFAS No. 121 (see Note 2).

     E. Concentration of Credit Risk:

     Substantially all of the Company's  accounts  receivable are within the oil
and gas  industry,  primarily  from  purchasers  of oil and gas  (see  Note  6).
Although diversified within many companies, collectibility is dependent upon the
general   economic   conditions  of  the  industry.   The  receivables  are  not
collateralized  and, to date, the Company has experienced minimal bad debts. The
majority of the Company's cash, cash  equivalents and temporary cash investments
is held by three financial institutions located in Salt Lake City, Utah.

     F. Equipment:

     The  provision  for  depreciation  of  equipment  (other  than  oil and gas
equipment) is based on the straight-line method using asset lives as follows:

               Office equipment                             10 years
               Automobiles                                   3 years
     When  equipment  is  retired  or  otherwise   disposed  of,  the  cost  and
accumulated depreciation are removed from the accounts and any resulting gain or
loss is included in the statement of operations.

     G. Foreign Operations:

     Operations and  investments in Canada have been translated into U.S. dollar
equivalents at the average rate of exchange in effect at the  transaction  date.
Foreign exchange gains or losses during 1995, 1994 and 1993 were not material.

     Through December 31, 1995, the Company's  investment in Russia was composed
of U.S. dollar expenditures (see Note 6).


<PAGE>


1. SIGNIFICANT ACCOUNTING POLICIES, continued:

     H.  Income (Loss) Per Common Share:

     Net income  (loss)  per  common  share is  computed  based on the  weighted
average number of common shares and common share equivalents  outstanding duting
the year.  Primary  and fully  diluted  net income  (loss) per common  share are
essentially the same

     I.    Estimates:

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

     J.    Reclassifications:

     Certain  balances in the  December 31, 1994 and 1993  financial  statements
have been  reclassified  to conform  with the current year  presentation.  These
changes  had no effect  on the  previously  reported  net  loss,  total  assets,
liabilities or stockholders' equity.

2. IMPAIRMENT OF PROVED OIL AND GAS PROPERTIES:

     Included in the Statement of Operations  for 1995 is a non-cash  charge for
the  impairment  of proved oil and gas  properties  in the amount of  $2,471,146
($1,557,563  after  tax),  which  results  from the  Company's  adoption of SFAS
No.121,  Accounting  for the Impairment of Long Lived Assets and for Assets Held
for  Disposal  (SFAS No.  121),  effective  July 1, 1995.  SFAS No.121  requires
successful   efforts  companies  to  evaluate  the  recoverability  of  the  net
capitalized  costs of their  proved  oil and gas  properties  at a field  level,
rather than on a company-wide  level as previously allowed by the Securities and
Exchange  Commission.  The SFAS No.121  impairment  test  compares  the expected
undiscounted  future net revenues from each producing field with the related net
capitalized  costs at the end of each  period.  When the net  capitalized  costs
exceed the undiscounted future net revenues, the cost of the property is written
down to fair value,  which is determined  using  discounted  future net revenues
from the producing field.

<PAGE>




3. INCOME TAXES:

The benefit for income taxes consists of the following:

                                     1995             1994              1993
                                     ----             ----              ----
Currently payable (receivable):
 U.S. income taxes (including
  alternative minimum tax)       $ (188,666)       $ (92,726)        $ (43,661)
 State income taxes                  26,262           36,058            35,862
 Canadian income taxes              373,268          256,515           232,596
 Deferred tax benefit            (1,374,414)        (474,950)       (1,745,280)
                                 ----------      -----------       -----------
                               $   (786,218)    $   (275,103)     $ (1,520,483)
                                ===========      ===========       ===========


     The Company  accounts  for income  taxes in  accordance  with SFAS No. 109.
Deferred income taxes are provided on the difference between the tax basis of an
asset or liability and its reported amount in the financial statements that will
result in taxable or deductible amounts in future years when the reported amount
of the asset or liability is recovered or settled, respectively.

     The  components  of the net deferred tax  liability as of December 31, 1995
and 1994 were as follows:

                                                        1995              1994
                                                        ----              ----
Deferred tax assets:
   AMT credit and ITC carryforwards               $   670,771       $   458,667
   State income taxes                                   9,709            13,330
   Deferred compensation                                    -            55,455
   Geological and geophysical costs                   181,989                -
   Other                                               43,253                -
   Foreign tax credit (FTC) carryforward              442,942            88,279
                                                   ----------        ----------
                                                    1,348,664           615,731
   Valuation allowance for FTC carryforward          (442,942)          (88,279)
                                                   ----------        ----------
   Total deferred tax asset                     $     905,722       $   527,452
                                                   ==========        ==========

Deferred tax liabilities:
   Deferred income                                     20,505            20,505
   Property and equipment                           9,420,819        10,363,513
   Pipeline partnership                               129,892           183,342
                                                   ----------        ----------
                   Total deferred tax liability     9,571,216        10,567,360
                                                   ----------        ----------

             Net deferred tax liability          $  8,665,494       $10,039,908
                                                   ==========        ==========

<PAGE>

3.   INCOME TAXES, continued:

     The net  deferred  tax  liability  as of  December  31,  1995  and  1994 is
reflected in the balance sheet as follows:

   Current deferred tax liability                  $   10,796                 -
   Current deferred tax asset                               -       $   (48,281)
   Long-term deferred tax liability                 8,654,698        10,088,189
                                                    ---------        ----------
                                                   $8,665,494       $10,039,908
                                                    =========        ==========

     The benefit for income taxes differs from the amount that would be provided
by applying the statutory U.S. Federal income tax rate to the loss before income
taxes for the following reasons:

                                             1995          1994         1993
                                             ----          ----         ----

Federal statutory tax benefit           $ (693,948)   $ (216,217)   $(1,357,697)
Increase (reduction) in taxes
  resulting from:
   State taxes (net of federal benefit)    (68,376)      (11,161)      (118,599)
   Canadian taxes (net of foreign
     tax credits)                          287,670       169,300         74,282
   Excess allowable percentage depletion  (166,509)     (186,418)      (104,129)
   Investment tax and other credits       (145,055)      (30,607)       (14,340)
                                       -----------   -----------   ------------

Benefit for income taxes              $   (786,218)  $  (275,103)   $(1,520,483)
                                       ===========    ==========    ===========

     At December 31, 1995, the Company had approximately  $122,000 of investment
tax credit  carryforwards  that will expire in 2001,  approximately  $549,000 of
alternative  minimum  tax  credit  carryforwards  which can be  carried  forward
indefinitely,  and  approximately  $443,000 of foreign tax credit  carryforwards
which expire in 1996, 1999 and 2000.

4.   EMPLOYEE BENEFIT PLANS:

     The Company has a contributory  profit-sharing  plan for the benefit of its
full-time  employees  as defined.  There are no  benefits  under this plan which
require  funding.  The  Company's  contributions  to  the  plan  were  $148,771,
$157,073, and $152,550 for 1995, 1994 and 1993, respectively.

     The Company has an  Incentive  Stock Option Plan with  1,400,000  shares of
common stock  reserved for issuance to employees.  Options are granted at market
price at the date of grant and are exercisable upon issuance.  Options terminate
ten  years  from the  date of  issuance.  Transactions  under  this  plan are as
follows:

<PAGE>

4. EMPLOYEE BENEFIT PLANS, continued:

                                             Number of          Weighted Average
                                              Options           Price Per Share

Outstanding December 31, 1992                 691,690              $  5.10
    Granted                                   141,000                 3.56
    Exercised                                (303,540)                4.69
    Expired                                   (92,150)                7.17
                                           ----------
Outstanding December 31, 1993                 437,000                 4.38
    Granted                                   125,000                 4.25
    Expired                                    (5,000)                3.56
                                           ----------
Outstanding December 31, 1994                 557,000                 4.22
    Granted                                    60,500                 3.63
    Exercised                                (132,000)                4.11
    Expired                                   (90,000)                4.68
                                           ----------                 ----
Outstanding December 31, 1995                 395,500                $4.31
                                           ==========                 ====

     Under the terms of the  Incentive  Stock Option Plan,  the Company may also
grant non-qualified stock options and tandem stock appreciation  rights,  either
of which, but not both, may be exercised at the end of required vesting periods,
which vary from 1 to 6 years.  During 1995,  39,000  non-qualified  options were
exercised by former  employees of the Company.  At December 31, 1995, there were
509,000 non-qualified stock options outstanding, at an average exercise price of
$4.11 per share.  There  were also  159,500  tandem  stock  appreciation  rights
outstanding, at an average exercise price of $3.81.

     In  1992,  the  Company's  Compensation  Committee  voted to  increase  the
deferred  compensation  payable  to the  Company's  President  from  $33,333  to
$300,000.  One-half of this amount was paid in 1994.  The  remaining  amount was
paid during 1995.

5.   GEOGRAPHIC SEGMENT INFORMATION:

     The  Company has oil and gas  operations  in the U.S.  and Canada.  Through
December 31, 1993,  the Company had oil and gas  operations in Russia through an
80% owned  subsidiary  (see Note 6).  Operating  profit  is total  revenue  less
operating expenses.  In computing  operating profit,  general and administrative
expenses and interest expense have not been deducted.

     Identifiable  assets are those assets of the Company that are  identifiable
with the operations of each geographical area.

<PAGE>

5.   GEOGRAPHIC SEGMENT INFORMATION, continued:

     Revenue  from a major U.S.  oil  company  accounted  for  approximately  51
percent of total  revenues in 1995, 50 percent of total revenues in 1994, and 56
percent of total revenues in 1993.

         Information  about the  Company's  operations  in the U.S.,  Canada and
Russia for the years ended December 31, 1995, 1994, and 1993 is as follows:

                              United
     1995:                    States        Canada      Russia         Total
                             ----------    ---------   ---------     ----------
     Revenues                10,819,553   $2,431,003                $13,250,556
                             ==========    =========                 ==========

     Operating profit (loss)$(1,391,469)  $1,331,842                  $ (59,627)
     General and administrative
       expenses              (1,908,778)                             (1,908,778)
     Interest expense           (72,625)                                (72,625)
                             ----------   ----------                 ----------

     Loss before
       income taxes         $(3,372,872)  $1,331,842                $(2,041,030)
                             ==========    =========                  =========

     Identifiable assets at
       December 31, 1995    $43,512,850   $4,273,758   $6,160,442   $53,947,050
                             ==========    =========    =========    ==========
     Additions to property and
       equipment            $ 6,127,455   $1,052,073                $ 7,179,528
                             ==========    =========                 ==========
     Depreciation, depletion and
       amortization         $ 3,406,947   $  436,495                $ 3,843,442
                             ==========    =========                 ==========

                              United
     1994:                    States        Canada       Russia        Total
                             ----------    ---------   ---------     ----------
     Revenues               $10,414,683   $2,045,521                $12,460,204
                             ==========    =========                 ==========

     Operating profit (loss)  $ (38,477)  $1,050,527                $ 1,012,050
     General and administrative
       expenses              (1,560,675)                             (1,560,675)
     Interest expense           (87,308)                                (87,308)
                             ----------    ---------                 ----------

     Income (loss) before
       income taxes         $(1,686,460)  $1,050,527               $   (635,933)
                             ==========    =========                 ==========

     Identifiable assets at
       December 31, 1994    $45,066,213   $3,427,000   $3,415,123   $51,908,336
                             ==========    =========    =========    ==========
     Additions to property and
       equipment            $ 3,576,119   $  451,633                $ 4,027,752
                             ==========    =========                 ==========
     Depreciation, depletion and
       amortization         $ 4,668,497   $  342,658                $ 5,011,155
                             ==========    =========                 ==========
<PAGE>


5.   GEOGRAPHIC SEGMENT INFORMATION, continued:

                               United
     1993:                     States       Canada      Russia         Total
                             ----------    ---------   ---------     ----------
     Revenues               $11,563,666   $1,652,626                $13,216,292
                             ==========    =========                 ==========

     Operating profit (loss)$(3,000,346)  $  713,852                $(2,286,494)
     General and administrative
       Expenses              (1,607,892)                             (1,607,892)
     Interest expense          (102,728)                               (102,728)
                             ----------    ---------                 ----------

     Income (loss) before
       income taxes        $ (4,710,966)  $  713,852               $ (3,997,114)
                             ==========    =========                 ==========

     Identifiable assets at
       December 31, 1993    $48,204,538   $3,399,349   $1,718,862   $53,322,749
                             ==========    =========    =========    ==========
     Additions to property and
       equipment           $  3,789,594  $   160,596  $   582,479  $  4,532,669
                             ==========    =========    =========    ==========
     Depreciation, depletion and
       amortization        $  4,658,829  $   431,915               $  5,090,744
                             ==========    =========                 ==========

6.   SYMSKAYA EXPLORATION:

     On December 18,  1994,  Symskaya  Exploration,  Inc.  (Symskaya)  commenced
drilling  the Lemok #1, an  exploratory  well,  in the  Krasnoyarsk  Krai in the
Russian Federation. The well is being drilled pursuant to a License which grants
Symskaya the exclusive right to explore,  develop and produce  hydrocarbons on a
contract area totaling  approximately  1,100,000 acres in the Yenisysk District.
The License has a primary term of twenty five (25) years.

     The work to be performed and the obligations and rights of Symskaya are set
forth in a License  Agreement and a Production  Sharing Contract (PSC) which are
integral parts of the License.  Under the License and PSC, Symskaya will provide
funding for all  exploration  and  development and will recover these costs from
80% of hydrocarbon  production after payment of an 8% royalty. The remaining 20%
of the hydrocarbon  production,  net of royalty,  will be shared by Symskaya and
the Russian government based on the rate of production.

     Minimum  expenditures  required under the License and PSC total $12,000,000
during the first five years of the License  term,  which  began on November  15,
1993. As of December 31, 1995,  Symskaya had satisfied the minimum  expenditures
required for the  contract  years  ending  November  15, 1994 and 1995,  and has
already  exceeded the amount  required for the contract year ending November 15,
1996. Symskaya has the right to relinquish all acreage under the


<PAGE>


6.   SYMSKAYA EXPLORATION, continued:

     contract  at the  end of  any  contract  year,  thereby  canceling  the
obligation for minimum payments in subsequent years.

     Prior to  January 1,  1994,  Symskaya  was an eighty  (80%)  percent  owned
subsidiary of the Company. The other twenty (20%) percent was owned by Coastline
Exploration,  Inc., a Texas corporation  (Coastline).  Coastline  introduced the
Symskaya  project to the Company in the latter  part of 1991.  Under the initial
agreement  with  Coastline,  the  Company  was  required to advance all funds in
connection  with the  project.  These  initial  funds  are  evidenced  by a Loan
Agreement between the Company and Symskaya in the amount of $1,740,519.  Amounts
advanced by the Company under the Loan Agreement are to be repaid to the Company
by Symskaya out of one hundred  (100%) percent of Symskaya's  proceeds,  if any,
resulting from the sale,  exploration,  development and/or production of oil and
gas from the Symskaya project.  The agreement also provided that upon payment of
the loan amount,  Coastline was entitled to an additional  15% stock interest in
Symskaya.

     In the early part of 1994, the Company acquired all of Coastline's interest
in  Symskaya in  exchange  for a ten (10) year  option to  purchase  two hundred
thousand  (200,000) shares of the Company's common stock at Five Dollars ($5.00)
per  share,  and a one (1%)  percent  royalty  on the  Company's  share of gross
revenues on production from the Symskaya  project,  net of all Russian royalties
and taxes.  There was no value  assigned to the stock option or royalty.  During
1995, the Company repurchased 100,000 of Coastline's option for a total price of
$120,000.

     Following  the  purchase of  Coastline's  shares,  the  Company  sold fifty
percent (50%) of its stock in Symskaya to Leucadia National  Corporation,  a New
York based company  (Leucadia),  in exchange for their commitment to spend up to
$6,000,000,  in an  amount  equal to that  spent  by the  Company,  towards  the
Symskaya   project  through  the  drilling,   completion   and/or  plugging  and
abandonment  of the Lemok #1 well. No gain or loss was recognized on the sale of
Symskaya stock to Leucadia.  Pursuant to a Shareholders' Agreement,  Leucadia is
not  required to pay any part of the amounts  advanced by the Company  under the
Loan  Agreement  with  Symskaya,  with the  exception  of one-half  (1/2) of the
interest on the $1,740,519  loan between the Company and Symskaya.  The interest
rate on the loan was fixed by the Company and Leucadia at prime plus two percent
(2%),  with a cap of twelve  percent (12%) from and after  January 1, 1994.  The
interest rate in effect at December 31, 1995 was 10.5%.  Amounts advanced by the
Company and Leucadia  after January 1, 1994 will be treated as  interest-bearing
advances or equity, as mutually agreed upon by the respective


<PAGE>


6.   SYMSKAYA EXPLORATION, continued:

     companies.  The agreement  with Leucadia also requires that Leucadia  share
equally in the payment of the one (1%) percent  royalty  obligation  in favor of
Coastline on future revenues from the Symskaya project.  The Company's President
,erves on Leucadia's Board of Directors.

     As a result of the  Company's  change of ownership in Symskaya  from eighty
percent  (80%) to fifty  percent  (50%),  the  investment  in  Symskaya is being
accounted for using the equity method of accounting  effective  January 1, 1994.
Accordingly,  as of December  31, 1995 and 1994,  the  Company's  investment  in
Symskaya  is  reflected  on the  balance  sheet  as an  investment  in and  note
receivable from Symskaya, rather than as undeveloped leaseholds.

     Summarized financial information  concerning Symskaya Exploration,  Inc. Is
as follows:

                                    As of                           As of
                              December 31, 1995               December 31, 1994
                              -----------------               -----------------
Current assets                         $550,258                        $311,263
Non-current assets                   10,329,991                       5,274,234
Total assets                         10,880,249                       5,584,497

Current Liabilities                     334,573                         336,621
Non-current liabilities              10,018,204                       4,722,158
Retained earnings                      (128,205)                       (126,911)
Total liabilities and equity        $10,880,249                      $5,584,497

                             For the year ended              For the year ended
                              December 31, 1995               December 31, 1994
                              -----------------               -----------------

Gross revenues                          $69,423                          $5,663
Net income (loss)                       $(1,294)                         $ (605)


     The  Company's  policy  with  respect to  impairment  of proved oil and gas
properties is to evaluate the  recoverability  of a property's  net  capitalized
costs based on the undiscounted  future net revenues from the related  property.
As of  December  31,  1995,  Symskaya's  first  well was still in  progress.  If
Symskaya discovers proved reserves,  any impairment of the Company's  investment
in Symskaya  would be  calculated in accordance  with the Company's  policy.  If
Symskaya does not discover any proved reserves,  or is unable for whatever other
reason to realize any future  revenues from its project,  the  Company's  entire
investment  in  Symskaya  will  be  charged  to  expense  in the  period  such a
determination is made. At December 31, 1995, the Company had $6,160,442 invested
in the project.

<PAGE>

7.   NOTE PAYABLE:

     In March of 1995, the Company obtained a $20 million  Borrowing Base Credit
Facility (the Facility), with an initial commitment of $10 million. The Facility
calls for interest  payments only, at the lower of prime or LIBOR plus 2%, for 2
years, at which time it converts to a 3 year term note. An unused commitment fee
of 3/8% will be charged to the Company based on the average daily unused portion
of the Facility.  The Facility is  collateralized  by all assets of the Company.
The Company used proceeds  from the Facility to retire its previous  outstanding
Note Payable in the amount of $920,000.  As of December 31, 1995 the outstanding
balance under the Facility was $4,918,830 at an average interest rate of 7.47%.

     Future maturities on the Facility as of December 31, 1995 are as follows:

                      1996                $              -
                      1997                       1,229,708
                      1998                       1,639,610
                      1999                       1,639,610
                      2000                         409,902
                                                 ---------
                                                $4,918,830
                                                 =========

     The  Facility  contains  provisions  relating  to  maintenance  of  certain
financial  ratios,  as well as  restrictions  governing its use. Under covenants
contained in the Facility,  the Company has agreed,  among other things,  not to
advance any proceeds from the Facility to Symskaya,  not to pay  dividends,  and
not to merge with or acquire any other company without the prior approval of the
bank.

     As of December 31, 1995,  the Company was in compliance  with all covenants
contained in the Facility. Facility fees, which are reflected as other assets in
the  accompanying  Balance Sheet,  are being  amortized on a straight line basis
over 60 months.

<PAGE>




8.   QUARTERLY FINANCIAL DATA (Unaudited):

     Quarterly  financial  information for the years ended December 31, 1995 and
1994 is as follows:

     1995 Quarter Ended: December 31    September 30      June 30      March 31
                         -----------    ------------     --------      --------
     Net revenues        $ 3,230,759    $ 3,062,833   $ 3,180,505   $ 3,097,602

     Gross margin            148,738     (1,594,099)      469,916       236,961

     Net income (loss)      (168,165)    (1,258,857)       62,105       110,105

     Net income (loss) per
       common share            $(.01)         $(.10)         $.00          $.01
                                ====           ====           ===           ===

     Note:  Third quarter  gross margin  includes the effects of the adoption of
SFAS No. 121, which was adopted as of July 1, 1995. See Note 2.

     1994 Quarter Ended: December 31    September 30      June 30      March 31
                         -----------    ------------     --------      --------

     Net revenues        $ 3,217,446    $ 3,096,350   $ 3,009,181   $ 2,696,742

     Gross margin             84,712        144,415       312,760        29,678

     Net income (loss)      (274,228)       126,141        24,215      (236,958)

     Net income (loss) per
       common share            $(.02)          $.01          $.00         $(.02)
                                ====            ===           ===          ====





<PAGE>


9.   DISCLOSURES ABOUT OIL AND GAS PRODUCING ACTIVITIES:

Capitalized Costs:
                                    United
1995:                               States      Canada     Russia      Total
----                                ------      ------     ------      -----
Unproved oil and gas properties   $ 2,378,122 $   90,290             $2,468,412
Proved oil and gas properties      87,200,659  8,894,955             96,095,614
                                   ---------- ----------             ----------

                                   89,578,781  8,985,245             98,564,026
Accumulated depreciation, depletion
      and amortization            (51,531,172)(5,601,882)           (57,133,054)
                                   ---------- ----------             ----------

Net capitalized costs            $ 38,047,609 $3,383,363            $41,430,972
                                   ========== ==========             ==========
Symskaya, equity method (see note 6)                     $6,160,442 $ 6,160,442
                                                          =========  ==========

1994:
Unproved oil and gas properties   $ 2,270,014 $   99,464            $ 2,369,478
Proved oil and gas properties      84,234,955  7,852,281             92,087,236
                                   ----------  ---------             ----------

                                   86,504,969  7,951,745             94,456,714
Accumulated depreciation, depletion
      and amortization            (48,686,141)(5,174,561)           (53,860,702)
                                   ---------- ----------             ----------

Net capitalized costs             $37,818,828 $2,777,184            $40,596,012
                                   ========== ==========            ===========
Symskaya, equity method (See Note 6)                     $3,415,123 $ 3,415,123
                                                          ========= ===========

1993:
Unproved oil and gas properties   $ 2,006,943 $   99,464 $1,718,862 $ 3,825,269
Proved oil and gas properties      82,600,757  7,401,184             90,001,941
                                   ---------- ----------  ---------  ----------

                                   84,607,700  7,500,648  1,718,862  93,827,210
Accumulated depreciation, depletion
      and amortization            (45,498,789)(4,832,439)           (50,331,228)
                                   ---------- ----------  ---------  ----------
Net capitalized costs             $39,108,911 $2,668,209 $1,718,862 $43,495,982
                                   ========== ==========  ========= ===========




<PAGE>




9.  DISCLOSURES ABOUT OIL AND GAS PRODUCING ACTIVITIES, Continued:


     Costs  Incurred  in Oil  and  Gas  Property  Acquisition,  Exploration  and
Development Activities:

                                 United
1995:                            States      Canada       Russia       Total
----                             ------      ------       ------       -----
Acquisition of properties:
      Proved                   $2,654,651   $405,410                 $3,060,061
      Unproved                    674,146                               674,146
Exploration costs               1,654,022     30,969                  1,684,991
Development costs               2,709,192    835,415                  3,544,607
Symskaya, equity method                                 $2,745,319    2,745,319

1994:

Acquisition of properties:
      Proved                   $    2,791                            $    2,791
      Unproved                    601,836                               601,836
Exploration costs               1,568,654   $439,805                  2,008,459
Development costs               2,803,694    174,639                  2,978,333
Symskaya, equity method                                 $1,696,261    1,696,261

1993:

Acquisition of properties:
      Proved
      Unproved                 $  296,632               $  582,479   $  879,111
Exploration costs               2,328,936   $ 29,195                  2,358,131
Development costs               2,821,023    193,927                  3,014,950

RESULTS OF OPERATIONS, (UNAUDITED):

1995:                                    United States    Canada       Total
                                           ----------    ---------    ---------
Oil and gas sales                         $ 9,803,677  $ 2,456,062  $12,259,739
Production costs                           (4,455,069)    (638,713)  (5,093,782)
Exploration expenses, including leasehold
  abandonments and 3-D seismic             (1,877,840)     (23,973)  (1,901,813)
Depreciation, depletion and amortization   (3,406,947)    (436,495)  (3,843,442)
Impairment of proved oil and gas
  properties                               (2,471,146)               (2,471,146)
                                           ----------   ----------   ----------
                                           (2,407,325)   1,356,881   (1,050,444)
Imputed income tax benefit (expense)        1,056,755      534,319      522,436
                                           ----------   ----------   ----------

Results of operations from producing
  activities                              $(1,350,570) $   822,562  $  (528,008)
                                           ==========    =========   ==========

<PAGE>

RESULTS OF OPERATIONS (UNAUDITED), continued:




1994:                                    United States    Canada       Total
                                           ----------    ---------    ---------

Oil and gas sales                         $ 9,648,390  $ 2,065,108  $11,713,498
Production costs                           (4,031,030)    (627,085)  (4,658,115)
Exploration expenses, including leasehold
  rentals and abandonments                 (1,753,632)     (25,252)  (1,778,884)
Depreciation, depletion and amortization   (4,668,497)    (342,658)  (5,011,155)
                                          -----------   ----------  -----------
                                             (804,769)   1,070,113      265,344
Imputed income tax benefit (expense)          625,718     (476,200)     149,518
                                          -----------   ----------  -----------

Results of operations from producing
  activities                              $  (179,051) $   593,913  $   414,862
                                          ===========   ==========  ===========

1993:

Oil and gas sales                         $11,077,273  $ 1,652,626  $12,729,899
Production costs                           (4,810,946)    (482,682)  (5,293,628)
Exploration expenses, including leasehold
  rentals and abandonments                 (1,801,613)     (24,177)  (1,825,790)
Depreciation, depletion and amortization   (4,658,829)    (431,915)  (5,090,744)
Property writedowns                        (3,292,624)               (3,292,624)
                                          -----------   ----------  -----------
                                           (3,486,739)     713,852   (2,772,887)
Imputed income tax benefit (expense)        1,365,693     (276,369)   1,089,324
                                          -----------   ----------  -----------

Results of operations from producing
  activities                              $(2,121,046) $   437,483  $(1,683,563)
                                          ===========   ==========  ===========

The imputed income tax benefit (expense) is hypothetical and determined  without
regard to the Company's  deduction for general and  administrative  and interest
expense.

<PAGE>




RESERVES AND FUTURE NET CASH FLOWS (UNAUDITED):

Estimates of Proved Oil and Gas Reserves

The following  tables present the Company's  estimates of its proved oil and gas
reserves. The Company emphasizes that reserve estimates are inherently imprecise
and that estimates of new discoveries are more imprecise than those of producing
oil and gas  properties.  Accordingly,  the  estimates are expected to change as
future  information  becomes  available.  Reserve  estimates are prepared by the
Company, and audited by the Company's independent petroleum reservoir engineers,
Fred S.  Reynolds  and  Associates,  who have issued a report  expressing  their
opinion that the reserve  information in the following  tables complies with the
applicable rules  promulgated by the Securities and Exchange  Commission and the
Financial  Accounting  Standards Board.  The volumes  presented on the following
pages are in thousands of barrels for oil and thousands of mcf for gas.



                                    United States     Canada        Total
                                     -----------      ------        -----
December 31, 1995:                    Oil     Gas    Oil    Gas    Oil     Gas
-----------------                     ---     ---    ---    ---    ---     ---

Proved developed and undeveloped
  reserves:
     Beginning of year               6,252  13,673  1,055  3,539  7,307  17,212
     Revisions of previous estimates    98     (23)     4   (189)   102    (213)
     Acquisition of minerals in place  701   1,129     61    152    762   1,281
     Extensions and discoveries          3     920    196    274    198   1,195
     Production                       (491)   (880)  (129)  (571)  (619) (1,451)
                                    ------  ------ ------ ------ ------  ------
     End of year                     6,563  14,819  1,187  3,205  7,750  18,024
                                    ======  ====== ====== ====== ======  ======
Proved developed reserves:
     Beginning of year               6,185   8,490  1,042  3,539  7,227  12,029
     End of year                     6,527  11,238  1,139  3,068  7,666  14,306

December 31, 1994:

Proved developed and undeveloped
  reserves:
     Beginning of year               6,644  12,969    958  3,798  7,602  16,767
     Revisions of previous estimates    80    (482)   139   (131)   219    (613)
     Acquisition of minerals in place           56                           56
     Extensions and discoveries         18   2,010     78    112     96   2,122
     Production                       (490)   (880)  (120)  (240)  (610) (1,120)
                                    ------  ------  ------ ------ ------ ------
     End of year                     6,252  13,673  1,055  3,539  7,307  17,212
                                    ======  ====== ====== ====== ======  ======

Proved developed reserves:
     Beginning of year               6,584   8,374    919  3,798  7,503  12,172
     End of year                     6,185   8,490  1,042  3,539  7,227  12,029

December 31, 1993:

Proved developed and undeveloped
  reserves:
     Beginning of year               8,010  13,809    945  3,848   8,955 17,657
     Revisions of previous estimates  (179)   (544)   134    167     (45)  (377)
     Revisions to improved recovery
       reserves                       (740)                         (740)
     Extensions and discoveries        109     499                   109    499
     Production                       (556)   (795)  (121)  (217)   (677)(1,012)
                                    ------  ------ ------ ------  ------ ------
     End of year                     6,644  12,969    958  3,798   7,602 16,767
                                    ======  ====== ====== ======  ====== ======

Proved developed reserves:
     Beginning of year               7,963   9,215    926  3,848   8,889 13,063
     End of year                     6,584   8,374    919  3,798   7,503 12,172




<PAGE>



STANDARDIZED  MEASURE OF  DISCOUNTED  FUTURE NET CASH FLOWS AND CHANGES  THEREIN
RELATING TO PROVED OIL AND GAS RESERVES(UNAUDITED):


                                               Thousands of Dollars
                                      ---------------------------------------
1995:                                 United States     Canada         Total
                                         ---------      -------        ------
Future cash inflows                      $148,257       $20,381       $168,638
Future production and development costs   (76,234)       (4,705)       (80,939)
Future income taxes                       (16,654)       (6,033)       (22,687)
                                         --------       -------       --------
        Future net cash flows              55,369         9,643         65,012

10% annual discount for estimated timing
     of cash flows ($10,361 related to
     future income taxes)                 (30,540)       (4,025)       (34,565)
                                         --------       -------       --------

Standardized measure of discounted future
        net cash flows                  $  24,829      $  5,618      $  30,447
                                         ========       =======       ========

1994:
Future cash inflows                      $132,638       $20,304      $ 152,942
Future production and development costs   (75,306)       (5,476)       (80,782)
Future income taxes                       (12,531)       (5,887)       (18,418)
                                         --------      --------       --------
        Future net cash flows              44,801         8,941         53,742

10% annual discount for estimated timing
     of cash flows ($8,567 related to
     future income taxes)                 (25,688)       (3,832)       (29,520)
                                         --------       -------       --------

Standardized measure of discounted future
     net cash flows                     $  19,113      $  5,109      $  24,222
                                         ========       =======       ========

1993:

Future cash inflows                      $110,305       $15,635      $ 125,940
Future production and development costs   (72,992)       (6,334)       (79,326)
Future income taxes                        (6,790)       (3,714)       (10,504)
                                        ---------      --------       --------
        Future net cash flows              30,523         5,587         36,110

10% annual discount for estimated timing
     of cash flows ($5,083 related to
     future income taxes)                 (17,585)       (2,120)       (19,705)
                                         --------      --------       --------

Standardized measure of discounted future
     net cash flows                     $  12,938         3,467      $  16,405
                                         ========      ========       ========



<PAGE>



STANDARDIZED  MEASURE OF  DISCOUNTED  FUTURE NET CASH FLOWS AND CHANGES  THEREIN
RELATING TO PROVED OIL AND GAS RESERVES(UNAUDITED), continued:

Future  net cash flows  were  computed  using  year-end  prices  and costs,  and
year-end  statutory  tax rates with  consideration  of future tax rates  already
legislated  (adjusted for permanent  differences  that related to proved oil and
gas reserves).

Principal sources of change in the standardized measure of discounted future net
cash are as follows:

                                                     (Thousands of Dollars)
                                                      --------------------
                                                  1995        1994        1993
                                                  ----        ----        ----
Sales and transfers of oil and gas produced,
     net of production costs                    $(7,166)    $(7,055)    $(7,436)
Net changes in prices and production costs        3,147       6,363     (17,606)
Extensions, discoveries, and improved recovery,
     less related costs                           1,274       1,016         388
Purchases of minerals in place                    3,804          18
Changes in estimated future development costs      (203)      6,126         596
Revisions of previous quantity estimates            369         592      (2,088)
Accretion of discount                             3,409       2,192       4,418
Net change in income taxes                       (1,969)     (1,812)     14,214
Changes in production rates (timing) and other    3,561         377      (7,295)
                                                 ------      ------      ------
                                                $ 6,226     $ 7,817   $ (14,809)
                                                 ======      ======      ======

<PAGE>

ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES:

None

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF COMPANY:

The  information   contained  under  the  headings  Election  of  Directors  and
Continuing  Directors and Executive  Officers  contained on pages 2 and 3 in the
definitive  proxy statement to be filed in connection with the Company's  annual
meeting on May 8, 1996 is  incorporated  herein by  reference  in answer to this
item.

ITEM 11.  EXECUTIVE COMPENSATION

The information  contained under the heading  Executive  Compensation on pages 2
through 3 in the definitive  proxy  statement to be filed in connection with the
Company's  annual meeting on May 8, 1996 is incorporated  herein by reference in
answer to this item.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:

The information  contained under the headings  Security  Ownership of Management
and Voting Securities & Principal  Holders Thereof,  contained on pages 4 and 11
in the definitive  proxy  statement to be filed in connection with the Company's
annual meeting on May 8, 1996 is  incorporated  herein by reference in answer to
this item.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.


PART IV
ITEM 14.  Exhibits, Financial Statement Schedules and Reports on
          Form 8-K:

                                                                     Page
(a) (1)  Financial Statements:

         Report of Independent Accountants                            19
         Financial Statements:                                        20
         Balance Sheet as of December 31, 1995 and 1994               20
         Statement of Operations for the years ended
           December 31, 1995, 1994 and 1993                           22
         Statement of Changes in Stockholders' Equity
           for the years ended December 31, 1995, 1994 and 1993       23
         Statement of Cash Flows for the years ended
           December 31, 1995, 1994 and 1993                           24
         Notes to Financial Statements                                25

    (3)  Exhibits

         (3) (i)  Restated Articles of Incorporation.                 45
             (ii) By-Laws.                                            50

         (21) Subsidiaries.                                           61

         (23) Consent of Experts. Consent of Coopers & Lybrand L.L.P. regarding
              Form S-8 Registration                                   62

         (27) Financial Data Schedule                                 63

(b)  Reports on Form 8-K

   None




<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

     EQUITY OIL COMPANY


     By  /s/Paul M. Dougan
         President
         Chief Executive Officer


     By   /s/Clay Newton
         Treasurer
         Chief Financial Officer
         Principal Accounting Officer

Date: February 27, 1996

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.



   /s/Josepch C. Bennett                 /s/Douglas W. Brandrup
   -------------------                    -------------------
       Signature                               Signature
   -------------------                    -------------------
        Director                                Director
   -------------------                    -------------------
         Title                                    Title

      March 8, 1996                          March 8, 1996
   -------------------                    -------------------
          Date                                     Date


   /s/Mirvin B. Borthick                  /s/William D. Forster
   -------------------                    -------------------
        Signature                                Signature
   -------------------                    -------------------
         Director                                 Director
   -------------------                    -------------------
          Title                                    Title

      March 8, 1996                           March 8, 1996
   -------------------                    -------------------
           Date                                     Date